


Red Roses

by SilenceOfTheBlackRoseDragons



Series: Lilith McClaire AU [1]
Category: Star Wars: The Clone Wars (2008) - All Media Types
Genre: BAMF Female OC, Eventual Smut, F/M, Fix-It, Prophetic Visions, Rex has a major crush, Separatist Invasion Of Earth, Umbara Feels, lots of flirting
Language: English
Status: In-Progress
Published: 2018-01-31
Updated: 2018-03-14
Packaged: 2019-03-11 23:34:35
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 7
Words: 8,013
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13534911
Author URL: https://archiveofourown.org/users/SilenceOfTheBlackRoseDragons/pseuds/SilenceOfTheBlackRoseDragons
Summary: A small, uncharted planet is under attack from the Separatist Army. With worldwide conflict and impossible recovery of this small planet, something blooms out of the ashes. When optimistic civilian and battle hardened clone captain meet, the universe sings as their galaxies collide in a violent but beautiful symphony.***Visit my blog please!





	1. Invasion

Lilith McClaire studied the gentleman’s order. She huffed and got started on the iced mocha, whipped cream, whole milk. A thousand times, she had made this order. A thousand times more, she would make it until she got out of college. If things went well and she didn’t lose her job.  
She finished up the guy’s order and handed it to him. He graciously accepted his coffee and left. She went back to her knitting behind the counter. A chorus of screams sounded outside.  
She dropped her needles and looked up through her red bangs. People in the street had faces contorted in horror as they ran, and ran, and ran. She took a deep breath and took a step out from behind the counter. She walked up to the glass window and peered out in the direction in which people were running away from. To her shock, there were tan robots with black guns marching down the street, corralling people into the city center. She stepped back, the sick feeling of fear filling her up. She realized she had to escape. She had to run.  
Lilith grabbed a broom and hid in the back. She ducked behind the boxes of plastic cups and lids. She heard the door open and the sound of metallic feet on the tiles. She squeezed her eyes shut and tried to stay quiet. She heard them get closer. And closer. And closer.  
She took a deep breath and lept from behind the boxes, swinging hard at the robot. It let out a cry of surprise as the broom cracked against its head. It crumpled to the ground.  
Lilith leaned against the wall, breathing hard. She looked up at the ceiling before looking down at the robot. It was an ugly thing, thin arms that looked easily dismantled, even thinner legs that barely held it up. It’s face was like that of some sort of dog, long and squared off. She dropped the broom handle and picked up its gun.  
She had never seen a gun like this. It seemed so futuristic and alien. Well, robots were attacking Winona City. Anything was possible. She disappeared out the back and into the alley behind the coffee shop. She grabbed her apron and threw it off. She secured her beanie on her head and stalked down the alley. She sighed quietly and tucked her white howlite necklace in her flannel shirt.  
“Come on, Lilith,” she said to herself in a reassuring voice, “just like the movies.”  
She continued down the alley, and it emptied into the street. She looked both ways and jogged across the street to her car. She unlocked the SUV and climbed inside. It roared to life and rumbled familiarly. She buckled her seat belt and pulled out of the parking spot. She drove down the street, surprised to see it so empty.  
She turned the corner and stopped immediately. A group of tan robots stood in her way. She smirked and hit the gas. Tires squealing, she plowed into them. The robots bounced off the hood of her SUV, scratching up the brand new paint job. She tore down the street, finding more robots and plowing through those. She heard shots being fired, and red lasers erupted from their guns. She allowed herself to let out a shriek of laughter.  
She parked the SUV in front of her apartment. She ran upstairs and grabbed her computer. She also made a point to grab her journal and some pens. Someone had to record the end of the world as she knew it. She ran back downstairs and jumped into her SUV. She drove to the police station, and it was empty. She honked the horn twice and waited.  
No robots appeared.  
Lilith went inside, plugging her computer into the city’s traffic camera feeds. Most of the city was empty, with the exception of the city’s center. She grit her teeth. These robots had gathered most of the population in the center. Of course. She huffed and wrote down the addresses she knew of a few gun outlets off the top of her head.  
After going through the food pantry to find sustenance, she sat back for a moment to breathe. She yawned and curled up under one of the desks in the main office. She borrowed a blanket from the emergency kit, wrapping herself up to stay warm. She lit the small lantern that she had also found, being quite afraid of the dark. She was exhausted, and she ate a granola bar as she watched the cameras.  
Men, women, and children were gathered in the center of the city. Tan robots brandished guns menacingly at anyone and everyone that moved. Bigger, bulkier gray robots marched around the perimeter of the hostage camp. Her eyes widened in interest. She took a deep breath, staring at the screen with tired blue eyes.  
[-]  
Lilith awoke to soft footsteps in the hallway. She froze still, looking around the room. Shadows danced on the wall, but the metallic footsteps were not heard. She swallowed hard, drawing the gun she had stolen from the dead robot. She jumped to her feet and took cover against the wall beside the door. She took a deep breath and whipped around, pointing the gun at a man in full body white and blue armor.  
He put his hands up in an “I surrender” pose. “Whoa, easy there,” a slightly distorted Australian accent came from him.  
“Who are you?!” Lilith shouted, her eyes wild in fear.  
“My designation is CT-9415, but call me Hardcase. I’m not going to hurt you,” he stated calmly. “Now please get the blaster out of my face. It’s making me nervous.”  
“Alright. Take that mask off. Makes you look like one of those things,” she ordered, lowering the gun.  
He removed his helmet, and he sighed, “my captain asked me and my friend to survey this building.”  
“Where is he?” she seemed even more startled.  
“Fives, we found a civilian,” Hardcase yelled over his shoulder. “Just take off the helmet before she blows it off.”  
Another man in blue and white walked in, already minus his helmet. He had a shoulder decoration and what looked like a half skirt on his hips. Lilith frowned and turned her back to them. They both had the same face, but the one called Hardcase had blue tattoos and a shaved head while the other had black facial hair and thick curls on his head as well as a tattoo above his right eyebrow.  
“Miss, um, I’m going to have to ask you to come with us. See, we need someone who knows the area,” the one in fancy armor explained.  
“I’m not leaving this building,” she stated.  
“Please. We promise you’ll be safe, and you’ll have food, water, shelter,” he informed her.  
“Now you’re making more sense,” she turned around to face him. “I’ve got a tap into the city’s camera grid if you want to look. There’s about a thousand people in the city center, under guard by those things.”  
“Alright, that’s good,” the one called Hardcase said, rubbing the back of his neck.  
“What’s your name, if I may ask,” the other said. “My name’s Fives.”  
“That’s not a name, it’s a number. Just like your tattoo,” she said with a hint of agitation.  
“Just tell me your name.”  
“Lilith, Lilith McClaire.”  
“Well, Miss McClaire, would you like to join my friends in liberating your city?” Fives asked, crossing his arms across his chest.  
“Of course. But I have to be promised things will be safe for me. I’ve got a future ahead of me. I want to keep going,” she said, and Fives could see underneath her tough exterior and notice that Lilith was just another scared child in this war.  
“I can’t promise that, but I’ll give you my word I will do anything and everything to keep you safe,” he said in a warm, comforting dad voice.  
“Then let’s go,” she propped her hand on her shoulder, pointing the gun at the ceiling, walking out with her hips swaying. “Come on, boys, I haven’t got all day.”  
“Fine ass, that one,” Hardcase said to his companion.  
“Just wait, Hardcase. I think the captain’s going to have a run for his money,” Fives returned his helmet to his head.


	2. Dangerous Woman

The three of them walked through the streets of Winona City. The blue sky had become a melancholy, morbid gray. Lilith led the troopers through the streets, holding her meager supplies to her chest and the gun ready to fire. Fives moved up to talk to her, but she had tears streaming down her face. He looked up and saw the destruction before him.  
Bodies lay in the streets, cars burned, and buildings had been blown to smoldering smithereens. But they kept walking. Lilith looked around, noticing a few signs around her.  
“Where was your camp again?” she asked.  
“On Fifth and Harden,” Fives replied.  
“This next left,” she continued on walking.  
After much walking, the trio finally found what Fives had identified as the Grand Army of Republic’s base of operations. They walked through tents and groups of troopers in white armor standing around gunships twenty feet high. Fives brought Lilith to the center of the base, where two men in robes stood around a hexagonal waist high box. It portrayed 3D holograms of Winona City in blue lighting. Another trooper in similar armor to Fives stood with his arms behind his back, reviewing the schematics of the city.  
“Captain Rex, this is Lilith McClaire, a civilian who has agreed to assist us in the take back of Winona City,” Fives introduced Lilith formally.  
“Hello, Captain,” she shook hands with the trooper.  
“Well, Miss McClaire, thank you for your aid. These are our Jedi Generals, Kenobi, the redhead in light robes, and Skywalker in the dark robes,” Captain Rex took off his helmet, exposing the shared face and shock of bleached blonde hair.  
“Greetings,” she smiled at the Jedi.  
“Sorry to crash your city, Miss McClaire,” Kenobi said, stroking his red beard. “We hope we can be out of your hair.”  
“Well, with your attractive troopers, I might have to ask you to stick around,” she leaned on the hologram table.  
Rex bit back a laugh and cleared his throat, “anyway, can you tell us where the civilians are being held?”  
“In the city’s center, on the town hall’s lawn. A thousand men, women, and children under constant surveillance,” she took out her computer. “They’re all safe, or so it seems,” she straightened up. “Feel free to use the computer if you need to. If you don’t mind, I’m going to go introduce myself to some of the troopers I’m going to be working with.”  
“I wouldn’t suggest that. We need to figure out how exactly we are going to protect you,” Rex grabbed her arm. “Standard trooper armor isn’t going to fit you.”  
“I don’t need armor,” she jerked her arm away. “I need my city back.”  
“We are trying. In the meantime, I’ll have my padawan, Ahsoka Tano, help you get comfortable,” Skywalker waved over a five foot seven inch tall woman with orange skin and a white and blue striped headdress on her head. White tattoos played against her skin, and Lilith felt a little inadequate next to her.  
“Okay, thank you, sir,” she smiled at him.  
Ahsoka led Lilith through the base. She showed the civilian to some more private rooms, where the clones slept, and where everyone ate. Lilith kept quiet, looking around at all the clones, as if she was trying to figure something out.  
“Is something wrong?” Ahsoka asked, looking at Lilith with a concerned look.  
“The troopers, they’re all the same person?”  
“Not exactly. The Republic cloned them from a bounty hunter.”  
“A man's face on a thousand soldiers. Poetic,” Lilith huffed, swiping her hair to the side.  
Ahsoka stopped walking, “I think that’s everything. Talk to any of the troopers if you need help. They’re nice.”  
“Thank you,” Lilith said. She continued down the hallway, finding the clones’ communal sleeping room. She didn’t know what to expect.  
She walked through the doors, a little tense. All around her, clones were hanging out, talking, drinking, playing various games. All sharing the same face. The same dark hair unless it was dyed, the same brown eyes, and the same tan skin. Tattoos, scars, and various other small notes of individuality appeared in them.  
“Oh, Miss McClaire,” Fives walked up to her. “Do you need anything?”  
“No, actually I was hoping I could acquaint myself with some of the men I’ll be working with,” she smiled at him warmly.  
“Yes, ma’am,” he nodded at her before turning around to face the soldiers all around them, ambling about with one another. “Man bun is Tup. Lighting bolts over there is Kix. Uh, Jesse with the big circle pattern on his forehead. Dogma’s the kid with the big V tattoo on his face. You already know Rex. Cody’s the one in orange. Wolffe’s the one in gray.”  
“Wow, your boys sure to press for individuality,” Lilith commented, taking a look around to notice all the fine details of the clones.  
“See, Rex, I told you she was okay,” Fives nudged his Captain with his foot.  
Rex looked up from his game of cards with Cody and Wolffe, “Yeah well, she’s alright so far. We’re starting to turn into the 212th, picking up strays.”  
“Woof,” Wolffe said behind his hand. “Not that bad looking for a civvy. Rex, even I’d keep her. If not for her knowledge for her looks. Honestly. Are you blind, trooper?”  
“Oh, stop,” Lilith waved a casual hand at the clones.  
“Since when do you flirt, Wolffe?” Cody raised an eyebrow accompanied with light scarring.  
“I’m not flirting!” Wolffe halfway shouted and nearly fell out of his chair.  
Cody and Rex laughed, giving each other a knowing smile. Lilith excused herself and continued saying hello to the other troopers. She spotted Hardcase and Tup sitting down together, cleaning their weapons.  
“Can you show me how to work one of those?” she asked, putting her hands on her hips in a fluid motion.  
“Eh, honestly we had fetched a little something you might like better than a DC,” Hardcase stopped cleaning his gun to momentarily pull a bow from the box next to him.  
“Oh, wow,” Lilith took the metal bow in her hands. “Thanks, Hardcase!”  
“Try it out,” Tup told her.  
“How do I turn it on?”  
The bow activated, the string becoming a blue line from bow tip to bow tip. She took a moment to stare in awe. She got into her stance, pulling the string back. She aimed at the wall, hoping to not hit anyone. As she drew the string back, a laser bolt followed, already notched and read to go. She took a breath, and fired.  
The bolt hit its target, scarring the metal wall with a dark black mark. She lowered the bow, smiling. Hardcase stood up to stand beside her.  
“How does this work?” she asked, turning to the clone.  
“I don’t really know, but the bolts come from the mechanism right here,” Hardcase pointed to the box in the center of the bow. “Cool, huh?”  
“Yeah, really cool,” she held the bow to her chest. “Thank you, Hardcase.”  
“No problem, vod’ika,” he told her, and then he paused. “Oh, you probably don’t know Mando’a. Sorry. I just called you-”  
“Little sister,” she smiled. “I heard you say that to Fives under your breath.”  
“Are you mad?” Hardcase rubbed the back of his neck.  
“No. How could I be mad at my big vod?” she gave him a light shove. “Now come on, I’m sure you guys are itching to explore. Let’s go!”


	3. A Slice Of Americana (Part One)

Lilith showed the clones a quick way to the Winona City Mall, making it a way to show them around. She told them stories about her and her friends seeing all the sights and visiting the merchant district. Dogma asked a thousand questions, and Fives was itching to slap the kid in the head.   
“Alright, here we are. The den of capitalism, an American mall,” Lilith pointed to the massive complex.   
“Seems… empty,” Jesse commented.  
“Well yeah,” she put her hands on her hips, taking a deep breath.   
“Duck down!” Rex ordered, and everyone dropped to the ground, under cover.   
A squadron of robots passed by, the metallic marching slightly gritty on the pavement. Lilith felt a hand on her back, and she looked to see Rex had put his left hand on the middle of her back. He gave her a small nod. She nodded back, and she turned her attention back to the robots.   
“Karking battle droids,” Fives uttered the moment the robots were out of sight. “They’re using this place as a scouting location.”  
“So they’re called battle droids?” Lilith looked up at him.  
“Yeah. The tan ones are B1s. The big gray ones are B2s. We just call those super battle droids,” Hardcase explained. “They’re bigger than the tan ones.”   
“Okay, thanks for the info,” Lilith drew her bow. “Let’s take them out.”  
“What are you doing?” Rex asked as she put in her headphones.   
“I listen to music when I need to concentrate. Helps deafen the anxiety,” she said. “Move out.”  
[-]  
Together inside the mall, Lilith led them to the camera room. Surprisingly they got inside undetected. The cameras displayed that the battle droids were gathered in one of the clothing stores. Lilith and Rex put together a plan. She would climb up onto the ledge nearby, right next to the camera pointing at the store. Dogma would watch the cameras and report any droid movements. And Rex, Fives, Jesse, Hardcase, Kix, and Tup would attack quickly, going for as minimum of noise as possible. Lilith’s height advantage would make her a perfect sniper.   
The plan was quickly put into place. Lilith hauled herself onto the ledge, music blaring in her ears. It was a heavy metal song, and it made her heart race. She got comfortable and waved at the camera beside her.   
Dogma smirked behind the lens.   
Rex motioned to Fives, who together had ducked behind the big fountain about fifty yards from the store. They moved in.   
Shots rang out, and Lilith started firing bolts as droids. Her aim was as true as her heart, hitting every target she had intended. Fives and Rex quickly found that she had taken out a good many droids. Hardcase and Jesse moved in, throwing droid poppers in the small room, taking out whatever remaining droids.   
“Captain! Super battle droids moving in from the left, coming from the food court!” Dogma’s voice cracked as he screamed into the communication link on his armor.   
“Copy that!” Rex and and the rest of the squad moved to cover again. “Lilith, reassess. We have droid inbound front the food court!”  
“Yes, Captain!” Lilith adjusted herself, and the moment the first super battle droid took a step in her range, she let out a barrage of shots.   
Rex and Fives started firing, ducking behind cover. One of the super battle droids launched a rocket at Lilith from her bird’s eye view. She jumped from the ledge and crashed into the marble tiles of the mall.   
“Kix, go! We’ll cover you!” Fives shouted to the team medic.   
Kix gave a curt nod and took off to Lilith. He pulled her behind cover. With a soft sigh, he found that she was still alive. He rolled her over onto her front. She erupted into a fit of giggles.  
“Oh, what fun!!!” she laughed, coughing up blood.  
“Shit, shit, shit. Internal bleeding,” Kix scrambled through his pack.   
“I bit the inside of my cheek, you worrywort,” she slowly sat up as the last super battle droid was taken out.  
“Oh, oh, okay. Well. Um, now I’m quite concerned. Is anything broken?”   
“No, I’m fine,” she wiggled her arms and legs.   
“Lilith!” Fives ran to her side, hugging her.  
“I’m fine. Chill, big bad ARC trooper,” she patted his shoulder.  
He ripped off his helmet, and she could see him crying silently. “I thought you died,” he huffed.  
“Whoa, I’m sorry,” she apologized, looking at him with a mother’s gaze.  
“How did you survive that?!” Rex shouted, running over.   
“I don’t know. I guess all this fat is a good absorber of impact force, yeah?” she climbed to her feet.   
“So… the mall is clear,” Dogma ran up to them, smiling under his helmet.  
“Let’s go walk around and explore,” Lilith climbed to her feet.   
“I don’t think you should-” Kix started, but he sighed and followed her as she started walking.  
“Where exactly are we going?” Fives asked.  
“To the best place in the universe!!!” she laughed softly.  
“And where is that exactly?”   
“Ash’s Closet,” Lilith pointed up at a sign for a store.   
She stepped inside, kicking off her boots. She motioned for them to follow, but pointed to the sign - “No guns, no shoes, no attitude” hanging by the door. The troopers all groaned collectively, and they took off their boots and their helmets, as well as setting their guns down by the door, before walking through the doorway.   
The carpet was incredibly comfortable underfoot, and Dogma made a point to flop down on the floor. Rex motioned for the shiny to get up, but Lilith smacked his armored shoulder.  
“Leave him alone. He’s just a baby,” Lilith chided the Captain, looking at him with fierce blue eyes. “This is all new to him.”  
“Yeah, listen to her go after the Captain,” Hardcase whispered to Fives.  
Fives chuckled under his breath, “oh, they’ll make a great married couple.”  
“Yeah, I’ll go ahead and call a florist,” Hardcase laughed aloud, earning a confused look from Rex.  
Lilith searched through the racks of the store, looking at the various t-shirt designs. She looked up at Rex, who was studying some of the assorted accessories and trinkets. She saw him pick up a shiny blue choker with black studs. She walked over.   
“Why in the universe…?” Rex mumbled as he looked over the choker, taking it all in.   
“See something you like, Captain?” Lilith said behind him.   
“Why would someone wear this? It’s a collar,” Rex held it up to show Lilith. “It’s a symbol of subjugation.”  
“Yeah, well, some people think they’re pretty, Rex,” she grabbed the collar and fastened it on her throat. “See, it draws attraction to the throat, and some guys like leaving little bruises here.” Rex watched her trace her fingers over her porcelain white skin.   
“Wow, I-I never knew,” he swallowed nervously.   
“Well, what do you expect when you’re exposed to a new culture, Captain?” she looked up at him, biting her lower lip for just a moment. She should’ve held her tongue. God, why was she flirting? This was a soldier. A clone of a man. He wouldn’t… unless he did want…   
“You’re lost in thought,” Rex hummed softly, leaning in. “Listen, I know what you’re probably thinking. Lilith, I am not supposed to have relationships with civilians.”  
“But I’m not a civilian. I’m your guide,” she grabbed his arm, staring him down. “Would you consider breaking off so we could talk?”   
“Sure, but just for a moment,” Rex looked at his comrades, who had begun to search the racks of clothes.   
“They’re children, Rex,” Lilith sighed, looking away. “They don’t deserve this.”  
“Nothing I can do about it,” Rex said.   
Lilith brought him to the corner farthest away from the others, “I’m not looking for a relationship.”   
Rex huffed, “neither am I.”  
“You’re a clone. That’s gotta weird you out some, right?”  
“Not really. We are brothers rather than clones. It’s really difficult to explain.”  
“No need. Just… I like you. You’re very protective of the boys over there. Poor kids,” she looked over at Fives and Hardcase who had begun to beat each other with studded leather belts. “It’s admirable.”  
“And you’re not so bad yourself. I don’t know how anyone could walk away from a twenty foot fall like that. And survive,” Rex stated. “Let’s agree to not let anything form from this except mutual admiration and respect.”  
“Agreed,” Lilith grabbed a boot from the wall. “Jesus, how do women walk like this?”  
“Dogma over there can walk in heels.”  
“Does he do drag in his spare time or something?”  
“It's a long story,” Rex shook his head.   
“Then tell me.”


	4. A Slice Of Americana (Part Two)

Rex sat down on the soft carpet, playing with it using his fingers. He sighed quietly, glancing at his squad. “It was at 79’s, the clone bar on Coruscant. Dogma was pretty drunk. He had a few drinks. And one of the dancers took off her shoes for her break. So he convinced her to let him borrow them.”  
“And here comes Dogma out of the back room, strutting in three inch fucking heels, like a princess, with more balance than a Jedi, amazing all of us,” Fives interjected.   
“Oh, no, you told her?!” Dogma shouted from across the store. “Captain! That’s against bro code!”  
“Reg chaser!” Hardcase yelled, throwing a shirt.  
“Call it like it is, Dogma,” Rex rolled his eyes. “Anything you do when drunk is a great story.”  
“I will never understand the eccentricities of bro code,” Lilith shrugged.   
Fives walked over and grabbed a Monster Energy drink from the drink fridge, “what the hell is this?”  
“It’s an energy drink!” Dogma held one out to Fives, and it was already open. “They’re fantastic.”   
“You drank that?” Fives looked from the can to Dogma and back again. “How are you not bouncing off the walls?”  
“Because it takes a while to kick in,” Lilith got up and grabbed a Monster. “The coffee ones are the only ones I can handle. All the others, they make me… well… best not to talk such lewd things around such young ears.”  
“We should get going. We need to report back to base,” Rex stood up, cracking his back. “Thank you, Lilith, for showing us around.”  
“No problem,” Lilith smiled.  
[-]  
They walked through the mall, taking in all the surroundings. Trash scattered among the walkways, giving the mall a post-apocalyptic feel to it. Food, shopping bags, and even phones and purses had been left behind. Rex took a good look around, noticing how well, how quiet everything was how unsettling it felt.   
He tried to picture it in his mind, this building, bustling with consumers. Women pushing strollers, kids loitering around storefronts. It was unnerving, how eerie the mall felt with no one in it.  
“Dogma, honey,” Lilith fell back to speak to the shiny. “You doing okay back here all by yourself?”  
“Yes, ma’am,” Dogma nodded, clutching his gun tightly. “This place gives me the creeps.”  
“It freaked me out when I would come here when it was busy. I have really bad anxiety issues,” Lilith explained. “It’s really crazy how all this stuff happened right around Valentine’s Day.”  
“That’s why everything is decorated with pink and red?” Dogma looked at her through the t-visor of his helmet.   
“Yeah. Thing about it is, I haven’t been in a relationship for maybe seven years. Since I was in high school,” she sighed.   
“Was it really that bad?” The shiny gave her a questioning look underneath his helmet.  
“Yeah, it was,” she looked up at Rex. “Captain Rex is pretty upfront that he doesn’t want a girlfriend.”  
“Yeah, honestly, he doesn’t really want anyone to miss him when he goes,” Dogma huffed.   
“Depressing,” Lilith muttered to herself.   
“Lilith, it appears we’re lost,” Rex called out from up front.  
Lilith stepped up to look at where he was standing. They had just walked to the carousel at the mall. She huffed in frustration. After glancing at the map, she figured out the quickest way out.   
“Droids!” Jesse shouted.   
“Lilith, get down!” Rex shoved her under cover.  
Six battle droids moved in. The clones dispatched them immediately. They recovered Lilith and let her guide them out of the mall.   
The sun felt great on her face as she took a deep breath of fresh air. She smiled softly, enjoying the warmth. Out of the corner of her eye, she saw a gunship land in the parking lot. The doors slid open, and Commanders Cody and Wolffe stepped out of the ship.  
“Hello, Captain,” Cody greeted Rex with a removal of his helmet and a big grin.   
“Commanders,” Rex dipped his head.  
“Did the civilian provide adequate assistance?” Wolffe glared at Lilith with his one good eye.  
“She was wonderful,” Fives smirked. “Survived a twenty foot fall with no more than a few scrapes.”  
“She still needs to get checked over,” Kix whined, throwing off his helmet. “She could have slipped a disk or something.”  
“Kix, I’m perfectly fine,” Lilith turned around. “Say that again and I will unleash the holy terror of Justin Bieber upon your ear drums.”  
“Is that some Earth torture device?” Fives stepped up.  
[-]  
That night, Lilith didn’t bother sleeping in her room. She grabbed a blanket and a pillow and waltzed right into the clone bunk rooms. They all were shocked to see her. She flopped down on the floor and got cozy.   
“Miss McClaire?” Tup asked her, confused. “What are you doing here?”  
“I had intentions of sleeping,” she said, fluffing her pillow.   
“Can you tell us about what Earth is like?” Dogma came bounding over like a happy kitten.   
“Uh, sure, yeah,” she said, letting him rest his head on her thighs.   
She told them of how America came to be, as best as she could. She told them the stories of another time, of how the world was theorized to have come together. Clones clustered around her, laying on each other and watching her speak with curious, inquisitive brown eyes that shone with such innocence. Lilith continued on, her voice growing hoarse with use. It was nearly midnight when she fell asleep sitting up, Dogma, Tup, and Fives asleep on her, using her fluffy body as a pillow. Rex got up and turned off the lights, and he covered her with her blanket. He shrugged and sat down beside her, pulling Dogma into his lap to relieve some of the weight on the girl.  
Rex thought she was pretty. Curvy, redheaded, blue eyed, his type. She had this strong, independent aspect of her she was always walking around with, but he could tell she had a maternal side. He wondered for a moment what she would be like to have as a girlfriend. But he quickly shook his head, clearing away the thoughts.   
If only...


	5. Roses

Lilith woke up to the sound of Kix and Jesse altering basic clone armor with a blow torch. She sat up slowly, and Tup and Fives whined in their sleep. She patted both of them on their heads and got up to go investigate.  
“Okay. There. That should be good enough. Did you get the blacks done?” Kix turned to Jesse.  
“Yeah, actually. Thank Hardcase for getting close enough to get these measurements,” Jesse held up a set of blacks made specifically for Lilith.   
“Boys, um, what’s going on?” Lilith popped up behind them.   
“We finished your armor,” Kix held up a breast plate and some arm guards. “Try them on.”  
“Okay, sure.”  
Lilith put on the armor, snapping it together and sitting down in it, getting used the feeling of the hard plastic material. Rex walked by, and he had to do a double take. She was even prettier battle hardened.  
“It fits perfectly!” She called out joyously.   
“Yeah, and Tup did the painting. He got up in the middle of the night with us to do it,” Kix stated, pointing to the black and red roses running all over the armor.   
“Thank you guys so much,” Lilith looked up at them, crying.   
“Miss McClaire, don’t cry please,” Jesse looked startled.   
“It’s just such a wonderful gift. It feels like I’m a part of a family,” she whispered under her breath.  
“Consider it a gift from all of the GAR,” Rex stated behind her. “Come on, let’s go for a run, McClaire.”  
[-]  
Huff  
Huff   
Huff  
The slam of her combat boots on the concrete echoed off the buildings as she chased after Rex. He jogged in front of her, and she was having a hard time keeping up with him in the armor. It hurt to run in it. Rex turned back to look at her. He felt a smirk form on his face.   
She continued running, keeping a good yard or two behind the clone captain. He occasionally turned around to check on her. He took a break at a bus stop, stretching his legs and loosening his joints. She caught up, and she threw up in the bushes. Rex blinked, a little surprised. She straightened back up and continued running. He chased after her now. She let her long red hair down, and it streamed out behind her in a red flag as she ran down the sidewalk. She threw her arms out, giggling loudly as she ran, now Rex struggling to keep up with her.   
“Come on, Captain!!!” Lilith shouted over her shoulder. “Faster!”  
“I can’t!!!” Rex stopped, doubling over, heaving hard.   
Lilith paused and jogged back to him. He looked up at her, and she smiled down at him. He managed to smile.  
Her face darkened, “looks like the big bad Rex is really just a little bitch.”   
God, if that didn’t go straight to his dick.   
She stood over him, and she laughed in his face. “Gosh, the look you had. You looked as if you were scared there, Rex!” Her laugh echoed across the block.   
“Not scared,” Rex straightened up, shoving her against the side of the building. “Turned on.”  
“Dirty boy, Rex,” she hissed, glaring at him.  
He stepped back, shocked by his actions. He swallowed nervously. He had broken one of his three rules. He’d laid hands on an innocent woman. She was just playing around. He wondered for a moment if he had left bruises.   
“What?” Her expression changed, looking at him with worry written across her red and sweaty face.   
“I’m sorry,” he whispered, taking off running back to base.   
Lilith was able to keep up with him. She yelled at him to stop a few times on the way. She screamed apologies across the city, and when Rex reached the base, he disappeared in the sea of identical faces.  
“Miss McClaire!” Dogma ran up to her, smiling. “General Kenobi and Skywalker want to talk to you. They want your help to devise a plan to release the civilians.”   
“Tell Rex to talk to me when I am done,” Lilith ordered.  
Lilith walked to the command center. General Kenobi and General Skywalker were looking over a few more holographic maps. They mumbled to themselves and to each other. Lilith cleared her throat.   
“Miss McClaire, we were wondering your opinion on our plan of attack,” Skywalker said, smiling at her.  
“It’s not that well thought out for the situation,” she stated immediately.   
“What would you suggest?” Kenobi stated, looking at her with his hand on his beard.   
“I honestly would suggest not really looking for a direct assault, going for more of a pincer movement. We have access to both the air and the sewers underneath. It’s got its risks, but we can do it,” Lilith stated.   
“Would you say it would be wise to move in ground troops after the droid forces are about halfway destroyed?” Skywalker suggested.  
“It’ll be our last resort. I want to minimize both civilian and troop casualties,” Lilith huffed. “We need as many snipers on the surrounding roofs as possible.”   
“We can try,” Kenobi looked at Skywalker with a smirk on his face.   
“Then I’ll see you in two hundred hours,” Lilith turned around and walked out.  
[-]  
Lilith took her position on top of the nearest building, crouching low to the tar roof, eyes trained on a particularly well decorated battle droid. She drew back the bowstring and let a bolt fly. Right in the droid’s head, she felt the satisfaction fill her as the droids started freaking out.   
Fives and Hardcase, on either side of her, let out their own volley of shots, taking out the guards. The civilians started scrambling, and Rex and the rest of his squad escorted them to safety. Fives stretched beside her, shaking out the tension in his joints.   
“Fives, you doing okay over there?” Lilith looked over and smiled at the ARC trooper.  
“Yeah, I am,” he sighed. “Poor kids.”  
“There were a lot of children in that group,” added Hardcase.   
“I hope they find their parents,” Lilith stood up. “Onward!”  
Fives and Hardcase climbed to their feet and followed Lilith as they made their way to the next building. Lilith froze for a second, and her entire body convulsed. She fell to her knees, grabbing the sides of her head.  
Bright white light exploded behind her eyes. She screamed in pain, and her vision focused. She wasn’t on the roof anymore.  
She stood up, and she was in a dark clearing with bioluminescent plants and nasties moving all around her and making noise. She walked forward, her feet not her own. Before her, she found a pile of bodies in 212th yellow and white armor. She stepped forward and lifted off the helmet of the body on top.  
She jerked back when she saw milky white dead eyes staring at the stormy sky.   
“What?” She said in a voice not her own.   
“Lilith!!!” Fives’ voice screamed at her.   
She snapped out of it, and the vision cut to Fives shaking her, his helmet off. She blinked a few times.  
“Oh, Force, are you okay?” Fives asked her.  
“I just saw something,” she said slowly.  
“Get her to base,” Fives looked at Hardcase. “Tell the Jedi what happened.”  
“Aye, sir,” Hardcase took Lilith’s arm. “Come on, now, Miss McClaire. I got you.”


	6. And Never Look Back

Hardcase’s hand steadied Lilith as she walked, leaning against him. She heard boots slapping the asphalt behind them, and Rex slowed to a gentle walk beside them. She didn’t look up, didn’t greet him.  
“Is she okay?” Rex asked with his voice full of concern.   
Hardcase cleared his throat, “Captain, she’s had some sort of prophetic vision of some sort.”  
“Get her to the General. He’ll know what to do,” Rex told Hardcase. “I’ll escort if necessary.”  
“No,” Lilith managed to say. “Go complete the mission.”  
“I can’t just let you die,” Rex stated, ripping off his helmet. “You’re one of my soldiers. And if you and Hardcase get cornered…”  
“Then so be it,” Lilith straightened up, no longer using Hardcase as support.   
“Go then,” Rex suddenly started yelling. “Go die!”   
“So. Be. It.”   
Lilith took a few tentative steps forward. Then she took off running. Hardcase rolled his eyes at his captain before taking off after her.   
Lilith ran through the streets, her hair streaming behind her. She fell twice, picking herself back up. She kept going, even as her hands and knees wept blood and her eyes wept salty tears.   
She finally slammed into General Skywalker’s chest hard as he left the base for a walk. She looked up at him, and she covered her face with her hands, smearing blood everywhere.  
“Lilith, what’s wrong?” Skywalker rested his hands on Lilith’s shoulders.  
“I had a vision.”  
“A vision? Sit. Tell me about it.”  
They sat down on the concrete, and Lilith spilled about the vision she had, scrambling to remember and explain every detail. Skywalker listened intently, not breaking the conversation even when Hardcase showed up at Lilith’s side.   
“I’m glad you told me this,” Skywalker helped her to her feet. “Let’s get you laying down. I don’t want you to faint on us or something.”  
“I don’t need to. Those clones, they were dead,” she cried. “I can’t let them die.”   
“Alright, fine,” Skywalker closed his eyes. “Go with Cody on the next mission.”  
“Thank you, General,” she said, a smile crossing her bloody face.   
[-]  
“Commander Cody?” Lilith walked up to him as he loaded some of his soldiers on a gunship.  
“Miss McClaire,” Cody blinked, confused.  
“General Skywalker ordered me to go with you,” she stated. “Got enough room on that gunship?”  
“Ma’am, you’re bleeding profusely. Are you sure that’s wise?” Boil, one of Cody’s soldiers, asked, looking at her with a humorous countenance.   
“Don’t doubt me,” she laughed, climbing aboard.  
“Spitfire, yeah?” Boil smirked at his commander.  
“Get your ass on,” Cody ordered, smacking the trooper in the back of the helmet.  
[-]  
“McClaire, stay right there,” Cody told her as he took his squad through the streets. “I don’t want Fives to kill me because we didn’t clear a street like we needed to.”  
“No,” she simply trotted forward, taking out a few droids with her bow. “Clear.”  
“That’s disobeying a direct order from your commanding officer,” Wolffe grumbled from Cody’s side.  
“And?” Lilith turned around. “I’m no soldier.”  
She continued walking down the street, letting the clones follow her. She motioned for them to pause, the metallic marching echoing off the side street getting closer to their position. A squad of commando droids turned down the street, and opened fire.  
“Take cover!” Cody yelled.   
Lilith smirked, and she quickly darted past the commander, taking out a droid by swinging her bow like a baseball bat, smashing it in the head. She took out a small combat knife and started slicing up commando droids nimbly.   
“McClaire!” Wolffe shouted, shoving her aside.   
“Damn it, Wolffe!” Her blade dived into a droid’s chest, and she slashed at another. “Back to back!”   
So they stood, back to back, slashing droids with combat knives. More commando droids dropped down from the windows above. Soon, bodies of sparking commando droids littered the street.   
Cody just sat back and stared at Lilith in awe. She was strong, and he felt the awkwardness around her all the troopers did. She was small, but she had incredible power.   
“We’ll be rendezvousing with Rex’s squad at Nineteenth and Palmetto,” Cody broke his moment of admiration with information.   
“Excellent.”  
[-]  
Rex saw Lilith and Cody come into view before the rest of the troopers. Fear seized the Captain by the throat. He stepped back just a tad, just enough to show that he was submissive to her, to seek forgiveness.   
“Hiya, Captain!” Lilith ran over, cheerful.  
“Miss McClaire,” Rex cleared his throat.   
“Seems like the droids had been expecting us. Had a pretty nicely sized squad of commando droids,” Lilith leaned against the nearest wall.   
“Then let’s get to the main objective,” Rex stated, distracting her.


	7. Dust To Dust

Lilith and Rex walked side by side. She looked over at him, and he glanced away. She turned her gaze straight ahead.  
“I’m sorry,” they said at the same time.  
“I was inappropriate.”  
“I shouldn’t have put my hands on you.”  
“I’m not dead.”  
“But I feel morally obligated to you now.”  
“Don’t.”  
“I can’t just stop feeling.”  
Fives cut in, “will you two shut up already?!”  
“No!” came the reply in unison.   
“I concur with the ARC trooper,” Wolffe stated. “Save it for the barracks.”  
The silence was deafening. They walked on, heading to the city center. The crescendo of battle noises rose as they got closer. There was a firefight in the streets of Winona City.   
“Let’s get to the party,” Lilith broke into a run.   
And her clones followed.   
Emerging into the battle, Lilith got started on taking out droids immediately, not caring to locate Jedi Generals or worrying about four armed droid generals. At the time, Ahsoka, Skywalker, and Kenobi were facing off against Grievous.   
“On your left!” Lilith yelled, bitch kicking a B1 quickly.  
“Thanks!” Wolffe shouted over his shoulder.   
“Hand me those droid poppers!” Rex called out.   
Fives and Rex started throwing the small devices, taking out a decent amount of droids. Lilith snatched one the air and swung her bow like a bat, sending it across the battlefield and right into the chassis of General Grievous. He snarled and scrambled away from it, just in time as the EMP blast went off.   
Chaos ensued, and the clones beat back the droids, leaving their generals to the main problem. Lilith ran out of bolts and borrowed a blaster from a fallen trooper, taking out droids as quick as she could. Her voice was gone, all she was doing was just firing, over and over again.  
Eventually, the last few droids were gone, and Lilith flopped down on the cool pavement. She panted, gulping down breaths and staring up at the sky. She felt Rex stand over her, and she sat up groggily.   
“That… was awesome…” she stated.   
“I’m glad you think so,” Rex shook his head. “Still… so many lost.”  
“Would you like to bury them?” Lilith stood up, glancing around at the white armored bodies strewn across the field.  
“You know a place?”  
“Braxfield Park, and it’s a perfect place.”  
“Take us there.”  
[-]  
Lilith didn’t care about the sign about the flowers. Rex frankly didn’t care either. Dogma and Tup were too busy digging holes. Wolffe and Kix were carefully lowering the bodies in the holes, covering them up with soft brown earth. The entire group was filled with grief.   
“I got some flowers. I hope that’s okay,” Lilith helped Rex walk as he carried an armful of flowers.   
“It’s fine, Lilith,” Fives said, taking her hand. “We appreciate this.”  
“I have a feeling you guys don’t get the funerals you deserve,” she stated, sprinkling flowers over the freshly cover graves.   
“No, not really,” Rex huffed, and then he sneezed. “What are these called again?”  
“Carnations,” she shrugged, “they’re pretty. I had a boyfriend a long time ago buy me one. Ugh, I’m making this about me…”  
“Eh, we all grieve differently,” Jesse tried to shrug, but he couldn’t, and he had to turn away.   
“We have to head back to the barracks,” Hardcase nudged Rex, a simple motion to ask if the captain was okay.  
Rex gave a curt nod, and Hardcase sighed.   
Wolffe grabbed Lilith’s arm and met her gaze, checking to see if she was okay. He paused, noticing the bright fire in her blue eyes. She smiled sadly, but Wolffe only felt anger radiating off the girl in waves. Rex saw this and waved Wolffe away.   
[-]  
The barracks were silent when Lilith walked in. She recognized the Jedi, and she immediately felt her nervousness return. Inadequacy punched her in the gut. There was no way the Jedi were going to take her with them. She felt a stab of longing. She would miss her clones. They had become tight in the short time she and them had been together. Especially, the awkward relationship that had begun between her and Rex.   
“Miss McClaire,” Kenobi stated, turning to face her.  
“Yes, General?” She swallowed, but managed to snap to attention in an action of respect.  
“We’ve decided that your talents are useful, and we would like for you to join us,” Kenobi explained. “And the clones insisted.”  
“And as for your visions, we need to keep tabs on them,” Skywalker continued. “They can prove valuable to the Republic.”  
“Will I be able to stay with Rex?” Lilith asked, looking at the 501st’s captain with big, begging eyes.  
“Yes, of course. Consider yourself the rank of captain alongside him,” Ahsoka told her, smiling. “Welcome aboard, Captain McClaire.”  
“Generals, when will we be heading out?” Rex interjected.   
“We will be leaving the day after tomorrow. Fives requested we delay our departure so that Li- I mean, Captain McClaire can take the clones to the mall again,” Ahsoka replied, crossing her arms across her chest. “And in all honesty, I would like to join as well.”   
“Uh, sure. Why not?” Lilith cleared her throat. “I hope you don’t mind, Generals.”  
“It will help us gain a better understanding of Earth culture,” Skywalker rolled his head back to look at Kenobi dramatically.  
“Ah, alright,” the bearded Jedi sighed.


End file.
